Time Warner Inc. (NYSE:TWX) today announced amendments to its previously announced cash tender offers (the “Offers”) to purchase the outstanding debt securities of Time Warner and Historic TW Inc. (including in its capacity as successor by merger to Time Warner Companies, Inc.) set forth in the column entitled “Debentures” in the table below (collectively, the “Debentures”, and, each a “Series” of Debentures). The terms and conditions of the Offers are set forth in an Offer to Purchase (the “Offer to Purchase”) and a related Letter of Transmittal. With respect to the Debentures subject to the Offers that are validly tendered and not validly withdrawn, Time Warner increased (i) the aggregate principal amount of such Debentures that Time Warner can accept for purchase from up to $2,700,000,000 to up to $3,000,000,000 and (ii) the aggregate purchase price for such Debentures that Time Warner can accept for purchase (including principal and premium, but excluding accrued and unpaid interest from the last interest payment date for each applicable Series of such Debentures up to, but not including, the applicable date on which Time Warner accepts and pays for such Debentures) from no more than $3,500,000,000 to no more than $4,000,000,000.
Debentures | CUSIP | Principal | Acceptance | Early Tender | Reference | Bloomberg Reference Page | Fixed Spread | Hypothetical Total Consideration | |||||||||
| 7.700% Debentures due 2032 | 00184AAG0 | $2,000,000,000 | 1 | $30.00 | 2.250% UST due Aug. 15, 2046 | FIT1 | 140 bps | $1,365.64 | |||||||||
| 7.625% Debentures due 2031 | 00184AAC9 | $2,000,000,000 | 2 | $30.00 | 2.000% UST due Nov. 15, 2026 | FIT1 | 190 bps | $1,363.64 | |||||||||
| 6.500% Debentures due 2036 | 887317AD7 | $1,000,000,000 | 3 | $30.00 | 2.250% UST due Aug. 15, 2046 | FIT1 | 180 bps | $1,216.14 | |||||||||
| 6.625% Debentures due 2029 | 887315BN8 | $1,000,000,000 | 4 | $30.00 | 2.000% UST due Nov. 15, 2026 | FIT1 | 175 bps | $1,247.33 | |||||||||
| 9.150% Debentures due 2023 | 887315AM1 | $602,337,000 | 5 | $30.00 | 2.000% UST due Nov. 15, 2026 | FIT1 | 115 bps | $1,311.31 | |||||||||
| 6.950% Debentures due 2028 | 887315BM0 | $500,000,000 | 6 | $30.00 | 2.000% UST due Nov. 15, 2026 | FIT1 | 160 bps | $1,270.49 | |||||||||
| 7.570% Debentures due 2024 | 887315BH1 | $450,000,000 | 7 | $30.00 | 2.000% UST due Nov. 15, 2026 | FIT1 | 125 bps | $1,249.94 | |||||||||
Other than the amendment to increase the amounts described above, all terms and conditions of the Offers remain the same.
ABOUT TIME WARNER INC.
Time Warner Inc., a global leader in media and entertainment with businesses in television networks and film and TV entertainment, uses its industry-leading operating scale and brands to create, package and deliver high-quality content worldwide on a multi-platform basis.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of Time Warner’s businesses. More detailed information about these factors may be found in filings by Time Warner with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Time Warner is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
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